Common use of Registration Statement; Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company Acquiror or required to be supplied by the Company Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4Registration Statement, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Acquiror or required to be supplied by the Company Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Registration Statement will comply as to form in all material respects with the provisions of the Exchange Securities Act. Notwithstanding the foregoing, the Company Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Buyer Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Buyer and Seller in connection with the meeting of the CompanySeller's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Seller Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Seller or Buyer, at the time of the Company Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Seller Meeting or the Buyer Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to Seller or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Joint Proxy Statement, Seller shall promptly inform Buyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Acquiror and Merger Sub for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Acquiror for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to the CompanyTarget's stockholdersshareholders, at the time of the Company Stockholders' Target Shareholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Target Shareholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Acquiror or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement Statement, Acquiror or Merger Sub will comply in all material respects with the provisions of the Exchange Actpromptly inform Target. Notwithstanding the foregoing, the Company makes Acquiror and Merger Sub make no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror Target which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) in writing for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"a) shall not, at the time the Registration Statement (including as defined in Section 6.01), (b) the Proxy Statement/Prospectus (as defined in Section 6.01), or (c) any amendments other document required to be filed with the SEC or supplements thereto) is declared effective by other regulatory authority in connection with the SECtransactions contemplated hereby, contain at the respective times such documents are filed and, in the case of the Registration Statement, when it becomes effective, and with respect to the Proxy Statement/Prospectus, when mailed, shall be false or misleading with respect to any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information supplied by In the Company or required to be supplied by case of the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statementProxy Statement/prospectus Prospectus or any amendment thereof or supplement thereto to be sent to the stockholders thereto, none of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, information at the time of the Company’s shareholders meeting pursuant to Section 6.02 (the “Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is Shareholders Meeting”) shall be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company any proxy for the Company Stockholders' Meeting which has become false or misleadingShareholders Meeting. The Proxy Statement will comply Company has received from Sandler X’Xxxxx & Partners, L.P. an opinion (the “Fairness Opinion”) to the effect that the Exchange Ratio in all material respects with the provisions Merger is fair to the Company’s shareholders from a financial point of view, and such Fairness Opinion, (or, if updated by Sandler X’Xxxxx & Partners, L.P. as of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any date of mailing of the foregoing documentsProxy Statement/Prospectus, such updated opinion) may be included in the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion or incorporation by reference in the proxy statementProxy Statement/prospectus or any amendment or supplement thereto Prospectus to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Stockholders Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Meeting and at the Effective TimeStockholders Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any event relating to Parent or any of its respective affiliates, officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent shall promptly inform the Company. The Proxy Registration Statement will shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The written information supplied by Target expressly for the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for purpose of inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the issuance of the shares of Acquiror Common Stock to be issued in connection with the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is filed or declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The written information supplied by Target expressly for the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for purpose of inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Target and Acquiror in connection with the meeting meetings of the CompanyTarget's stockholders to consider the Merger (the "Company Stockholders' Target Stockholder Meeting") and Acquiror's stockholders (the "Acquiror Stockholder Meeting" and together with the Target Stockholder Meeting, individually a "Stockholder Meeting" or together the "Stockholder Meetings") to be held in connection with the Merger (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyTarget's stockholdersstockholders and Acquiror's stockholders and, at the time of each of the Company Stockholders' Meeting and at the Effective TimeStockholder Meetings, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies Effective Time any event or information should be discovered by Target that should be set forth in an amendment to the Registration Statement or on behalf of a supplement to the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Target shall promptly inform Acquiror and Merger Sub. Notwithstanding the foregoing, the Company Target makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which or Merger Sub that is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Buyer Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of shall promptly inform the foregoing documentsBuyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4Registration Statement (as defined in Section 3.10, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"below) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Seller in connection with the meeting of the Company's Seller’s stockholders to consider the Merger Mergers (the "Company “Seller Stockholders' ’ Meeting"”) (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "“Proxy Statement"/Prospectus”) shall not, on not at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders and at the time of the Company Seller Stockholders' Meeting and at the Effective Time’ Meeting, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to Seller or any of proxies its affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the Registration Statement or on behalf of a supplement to the Company for Proxy Statement/Prospectus, Seller shall promptly inform the Company Stockholders' Meeting which has become false or misleadingCompany. The Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company Seller makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, a person, other than Seller, the Seller Subsidiaries or any of its officers, directors and employees, which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger Registration Statement will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Seller in connection with the meeting of the Company's Seller’s stockholders to consider the Merger (the "Company “Seller Stockholders' ’ Meeting"”) (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "“Proxy Statement"/Prospectus”) shall will not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Seller, the Seller Subsidiaries or any of proxies its or their Affiliates, officers or directors is discovered by the Seller which should be set forth in an amendment or on behalf of supplement to the Company for Registration Statement or an amendment or supplement to the Company Stockholders' Meeting which has become false or misleadingProxy Statement/Prospectus, the Seller shall promptly inform the Company. The Proxy Statement Statement/Prospectus will comply in all material respects as to form with the provisions requirements of the Securities Act and the Exchange ActAct (to the extent applicable). Notwithstanding the foregoing, the Company Seller makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notshall, at the time such document is filed, at the time amended or supplemented and at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Joint Proxy Statement") shall not/Prospectus shall, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to the Company's Company stockholders or Parent stockholders, at the time of the Company Stockholders' Meeting and or the Parent Stockholders' Meeting or at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by Company Stockholders' Meeting or on behalf of the Company for the Company Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement will Statement/Prospectus shall comply in all material respects as to form and substance with the provisions requirements of the Exchange ActAct and the Regulations promulgated thereunder. Notwithstanding the foregoing, the The Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in the Registration Statement or omitted from any of the foregoing documentsJoint Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Medicus for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror QuadraMed Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") 22 shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Medicus for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Medicus in connection with the meeting of the Company's Medicus' stockholders to consider the Merger (the "Company Stockholders' Medicus Stockholders Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's Medicus' stockholders, at the time of the Company Stockholders' Medicus Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Medicus Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Medicus which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Medicus shall promptly inform QuadraMed and Merger Sub. Notwithstanding the foregoing, the Company Medicus makes no representation, warranty or covenant with respect to any information supplied by QuadraMed or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent statement relating to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Stockholders Meeting") (, such proxy statement/prospectus, together with the prospectus relating to the shares of Acquiror Common Stock to be issued in the Merger, in each case as amended or supplementedsupplemented from time to time, is referred to herein as the "Proxy Statement/Prospectus") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Proxy Statement Statement/Prospectus will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by As promptly as practicable after the execution of this Agreement, Seller and the Company or required to be supplied by shall prepare and file with the Company (except to SEC the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement/Prospectus and registration statement on Form S-4, S-4 promulgated under the Securities Act (or any amendment or supplement thereto, pursuant on such other form as shall be appropriate) relating to which the shares approval of Acquiror Common Stock the Agreement and the Mergers by the stockholders of Seller and shall use reasonable efforts to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time cause the Registration Statement to become effective as soon thereafter as practicable. The Proxy Statement/Prospectus shall include the recommendation of the Board of Directors of Seller in favor of the Mergers; provided, however, the Board of Directors of Seller may, at any time prior to such time as the stockholders of Seller shall have adopted and approved this Agreement and the Mergers in accordance with the DGCL, withdraw, modify or change any such recommendation to the extent Board of Directors of Seller determines in good faith, after consultation with its outside counsel, that the failure to so withdraw, modify or change its recommendation would reasonably be likely to constitute a failure of its Board of Directors to comply with its fiduciary duties under Delaware Law. Any withdrawal, modification or change of the recommendation in favor of the Mergers pursuant to this Section 6.1 shall be deemed by the parties not to change the approval of the Board of Directors of Seller for purposes of causing any business combination, control share acquisition, fair price or other anti-takeover law or regulation (including including, without limitation, Section 203 of the DGCL) to be inapplicable to the Mergers and any amendments such withdrawal, modification or supplements thereto) is change shall not affect Seller’s obligations in the first sentence of this Section 6.1, unless, in connection therewith, Seller terminates this Agreement in accordance with Section 8.1(g). The Company shall use commercially reasonable efforts to have the Registration Statement declared effective by the SEC, contain any untrue statement of a material fact or omit SEC as promptly as practicable and to state any material fact required to be stated therein or necessary in order to make maintain the statements therein, in light effectiveness of the circumstances under which they were made, not misleadingRegistration Statement through the Effective Time. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersIf, at the any time of the Company Stockholders' Meeting and at prior to the Effective Time, contain the Company or Seller shall obtain knowledge of any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect information pertaining to the solicitation of proxies by Company or on behalf of Seller, as applicable, that would require an amendment or supplement to the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingRegistration Statement, the Company makes no representationor Seller, warranty as the case may be, shall so advise the other party in writing and shall promptly furnish the other party with all information as shall be required for such amendment or covenant with respect to any information supplied or supplement. Thereafter, the Company shall promptly take such action as shall be required to amend or supplement the Registration Statement; the Company shall not otherwise amend the Registration Statement without the consent of Seller (which shall not be supplied by Acquiror which is contained in unreasonably withheld, conditioned or omitted from any of the foregoing documentsdelayed).

Registration Statement; Proxy Statement/Prospectus. The Subject to the accuracy of the representations of Parent in Section 3.12, the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, Registration Statement (as defined in Section 5.02) pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statementProxy Statement/prospectus or any amendment or supplement thereto Prospectus (as defined in Section 5.02) to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders of the Company to consider the Merger (the "Company Stockholders' Stockholders Meeting") and, if required to satisfy the condition in Section 6.01(c) hereof, to be sent to the stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the issuance of the Parent Common Stock in connection with the Merger (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy StatementParent Stockholders Meeting") shall ), will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders of the Company at the time of the Company Stockholders' Stockholders Meeting and and, if required, Parent at the time of the Parent Stockholders Meeting, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its respective affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleading. The a supplement to the Proxy Statement will comply in all material respects with Statement/Prospectus, the provisions of the Exchange ActCompany shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained or incorporated by reference in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the ---------------------- Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders shareholders of the Company in connection with the meeting of the Company's stockholders shareholders to consider the Merger (the "Company Stockholders' Shareholders Meeting") (such proxy statement/prospectus, prospectus as ---------------------------- amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall --------------- not, on the date the Proxy Statement is first mailed to the Company's stockholdersshareholders, at the time of the Company Stockholders' Shareholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Company shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub or any other third party which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger Mergers will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders and at the time of the Company Seller’s Stockholders' Meeting and at the Effective Time’ Meeting, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct (to the extent applicable) and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, Seller, any Seller Subsidiary or any advisor of Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of Parent and the Company in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Meeting") and in connection with the meeting of Parent's stockholders (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Parent Meeting") to consider the issuance of shares of Parent Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of the Company's stockholdersCompany or Parent, at the time of the Company Stockholders' Meeting and the Parent Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting or the Parent Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documentsshall promptly inform Parent.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion or incorporation by reference in the proxy statementProxy Statement/prospectus or any amendment or supplement thereto Prospectus to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Stockholders Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Meeting and at the Effective TimeStockholders Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any event relating to Parent or any of its respective affiliates, officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent shall promptly inform the Company. The Proxy Registration Statement will shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 of the Company (the "Registration Statement") pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"SECTION 3.11) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Seller in connection with the meeting of the CompanySeller's stockholders to consider the Merger (the "Company Seller Stockholders' Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement/Prospectus") shall not, on not at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated herein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Seller or any of proxies its affiliates, officers or directors should be discovered by the Seller that should be set forth in an amendment to the Registration Statement or on behalf of a supplement to the Company for Proxy Statement/Prospectus, the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with Seller shall promptly inform the provisions of the Exchange ActCompany. Notwithstanding the foregoing, the Company Seller makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Xxxxxx for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall notnot contain, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC or at the time any amendment thereto becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Xxxxxx for inclusion in the proxy statement/prospectus Proxy Statement or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on at the date time the Proxy Statement or any amendment or supplement thereto is first mailed to the Company's stockholdersHFP Stockholders, at the time of the Company Stockholders' Meeting and Stockholders Meeting, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing; provided, the Company makes however, that no representation, representation or warranty or covenant is made by Xxxxxx with respect to information related to, or supplied by, HFP, its affiliates or advisors. If at any information supplied time prior to the Effective Time any event relating to Xxxxxx or required to be supplied by Acquiror which is contained in or omitted from any of its affiliates which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Proxy Statement should be discovered by Xxxxxx, Xxxxxx shall promptly inform HFP.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus (as amended or any amendment or supplement thereto supplemented, the "Proxy Statement/Prospectus") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders of the Company to consider the Merger (the "Company Stockholders' Stockholders Meeting") ), or to be included or supplied by or on behalf of the Company for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (such proxy statement/prospectuseach, as amended or supplemented, is referred to herein as the a "Proxy StatementRegulation M-A Filing") shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Stockholders Meeting and or at the time any Regulation M-A Filing is filed with the SEC or as of the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent. The Proxy Statement will Statement/Prospectus shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) IDX and ChannelHealth for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC S-4 (including any amendments or supplements, the "Registration Statement") pursuant to which all of the shares of Parent Common Stock issued in the ChannelHealth Merger will be registered under the Securities Act of 1933, as amended (the "Securities Act"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, Securities and Exchange Commission (the "Commission") contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) IDX and ChannelHealth for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be sent to the stockholders of the Company Allscripts in connection with the meeting of the Company's stockholders to consider the Merger Allscripts Special Meeting (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement"defined in Section 8.14 below) shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersstockholders of Allscripts, at the time of the Company Stockholders' Allscripts Special Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Allscripts Special Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to ChannelHealth or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by ChannelHealth which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Proxy Statement, ChannelHealth shall promptly inform Allscripts.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the "Registration Statement") pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company StockholdersSeller's Shareholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) HFP for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger Registration Statement does not and will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notnot contain, at the time the information is supplied and when the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC or at the time any amendment thereto becomes effective, contain any untrue statement of a material fact nor does or will it omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) HFP for inclusion in the proxy statement/prospectus Proxy Statement to be sent to the shareholders of HFP in connection with the special meeting of HFP's shareholders to consider this Agreement and the Merger (the "Stockholders Meeting") does not and will not, at the time the Proxy Statement or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersshareholders, at the time of the Company Stockholders' Meeting and Stockholders Meeting, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading; provided, however, that no representation or warranty is made by HFP with respect to information related to, or supplied by, Xxxxxx, of any of its affiliates or advisors. If at any time prior to the Effective Time any event relating to HFP or any of its affiliates which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement should be discovered by HFP, HFP shall promptly inform Xxxxxx. The Proxy Statement will comply as to form in all material respects with the provisions of the Securities Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any Act of the foregoing documents1934.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Target for inclusion in the registration statement on Form S-4, (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Common Stock to that may be issued in the Merger will be registered with the SEC on Form S-4 (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Target for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders shareholders of the Company Target in connection with the meeting of the CompanyTarget's stockholders shareholders to consider the Merger (the "Company Stockholders' Target Shareholders Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyTarget's stockholdersshareholders, at the time of the Company Stockholders' Target Shareholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Target Shareholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Target which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Target shall promptly inform Acquiror and Merger Sub. Notwithstanding the foregoing, the Company Target makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror or Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required -------------------------------------------------- to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Buyer Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of shall promptly inform the foregoing documentsBuyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "“Registration Statement"”) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's ’s stockholders to consider the Merger (the "“Company Stockholders' Stockholders Meeting"”) (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "“Proxy Statement"/Prospectus”) shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's ’s stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with Statement/Prospectus, the provisions of the Exchange ActCompany shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) TeleCorp in writing for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common the Holding Company Capital Stock to be issued in the Merger Mergers will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notshall, at the time such document ---------------------- is filed, at the time amended or supplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) TeleCorp for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company TeleCorp and Tritel in connection with the meeting respective special meetings of the Company's stockholders to consider the Merger of TeleCorp (the "Company TeleCorp Stockholders' Meeting"), and Tritel (the "Tritel ------------------------------ ------ Stockholders' Meeting") in connection with the Mergers (such proxy --------------------- statement/prospectus, as amended or supplemented, is referred to herein as the "Joint Proxy Statement") shall notwill, on the date the Joint Proxy Statement is first --------------------- mailed to the Company's stockholdersstockholders of TeleCorp and Tritel, at the time of the Company TeleCorp Stockholders' Meeting and the Tritel Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to TeleCorp or any of proxies its Affiliates (as defined in Section 10.4), officers or directors should be ------------ discovered by TeleCorp which should be set forth in an amendment or on behalf of supplement to the Company for Registration Statement or an amendment or supplement to the Company Stockholders' Meeting which has become false or misleadingJoint Proxy Statement, TeleCorp shall promptly inform the Holding Company, AT&T and Tritel. The Joint Proxy Statement will (other then information relating solely to Tritel) shall comply in all material respects as to form and substance with the provisions requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company TeleCorp makes no representation, representation or warranty or covenant with respect to any information supplied by Tritel or required to be supplied by Acquiror AT&T which is contained in the Registration Statement or omitted from any of the foregoing documents.Joint Proxy Statement. 50

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Stockholders Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Company shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub or any other third party which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Buyer Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be sent to the stockholders of the Company Seller in connection with the meeting of the CompanySeller's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Seller Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersstockholders of Seller, at the time of the Company Stockholders' Seller Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Seller Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to Seller or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Proxy Statement, Seller shall promptly inform Buyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct (to the extent applicable) and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The (a) As promptly as practicable after the date of this Agreement, the Company shall supply Parent with the information supplied pertaining to the Company required by the Company Securities Act or required to be supplied by the Company (except to Exchange Act, as the extent revised or superseded by amendments or supplements) case may be, for inclusion or incorporation by reference in (1) the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall , which information will not, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (including 2) the proxy statement relating to the meeting of the Stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto) is declared effective by , the SEC"PROXY STATEMENT/PROSPECTUS"), which information will not, at the date mailed to stockholders and at the time of the Special Meeting of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The No representation is made by the Company with respect to statements made in the Proxy Statement/Prospectus or the Registration Statement based on information supplied by Parent or Merger Sub in writing for inclusion in such documents. If before the Effective Time, any event or circumstance relating to the Company or required to any of its Subsidiaries, or their respective officers or directors, should be supplied discovered by the Company (except that should be set forth in an amendment or a supplement to the extent revised Registration Statement or superseded by Proxy Statement/Prospectus, the Company shall promptly inform Parent and shall assist in the preparation of appropriate amendments or supplementssupplements to the Proxy Statement/Prospectus. (b) As promptly as practicable after the date of this Agreement, Parent shall supply the Company with the information pertaining to Parent required by the Securities Act or the Exchange Act, as the case may be, for inclusion or incorporation by reference in the proxy statement/prospectus Registration Statement or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus, which information will not, on at the date the Proxy Statement is first mailed to the Company's stockholders, stockholders and at the time of the Company Stockholders' Meeting and at the Effective TimeSpecial Meeting, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication . No representation is made by Parent with respect to statements made in the solicitation of proxies Registration Statement or Proxy Statement/Prospectus based on information supplied by or on behalf of the Company in writing for inclusion in such documents. If before the Effective Time, any event or circumstance relating to Parent or any of its Subsidiaries, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement/Prospectus, Parent shall promptly inform the Company Stockholders' Meeting which has become false and shall make appropriate amendments or misleading. The supplements to the Registration Statement or Proxy Statement will comply in all material respects with Statement/Prospectus. (c) As promptly as practicable after the provisions date of the Exchange Act. Notwithstanding the foregoingthis Agreement, the Company makes no representation, warranty or covenant and Parent shall prepare and file with respect the SEC the Proxy Statement/Prospectus relating to any the Company's Special Meeting. As promptly as practicable after comments are received from the SEC on the preliminary proxy materials and after the furnishing by the Company and Parent of all information supplied or required to be supplied by Acquiror contained therein, Parent shall promptly prepare and file with the SEC the Registration Statement, in which is contained the Proxy Statement/Prospectus shall be included as a prospectus, in or omitted from any connection with the registration under the Securities Act of the foregoing documentsshares of Parent Common Stock to be issued to the Stockholders pursuant to the Merger. Parent shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and shall take any action required under applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. The Company shall furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the preparation of the Registration Statement. As promptly as practicable after the Registration Statement becomes effective, the Company shall mail the Proxy Statement/Prospectus to its stockholders.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied in writing by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "“Registration Statement"”) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied in writing by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the “Proxy Statement”) to be sent to the Company’s stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") ’ Meeting shall not, on the date the Proxy Statement is first mailed to the Company's ’s stockholders, at the time of the Company Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' ’ Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documentsshall promptly so inform Parent.

Registration Statement; Proxy Statement/Prospectus. The written information supplied by Target expressly for the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for purpose of inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the issuance of the shares of Acquiror Common Stock to be issued in connection with the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is filed or declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The written information supplied by Target expressly for the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for purpose of inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders shareholders of the Company Target in connection with the meeting of the CompanyTarget's stockholders to consider the Merger shareholders (the "Company Stockholders' Shareholder Meeting") to be held in connection with the Merger (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyTarget's stockholdersshareholders and, at the time of the Company Stockholders' Meeting and at the Effective TimeShareholder Meeting, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies Effective Time any event or information should be discovered by Target that should be set forth in an amendment to the Registration Statement or on behalf of a supplement to the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Target shall promptly inform Acquiror and Merger Sub. Notwithstanding the foregoing, the Company Target makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which or Merger Sub that is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Target for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Target for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders shareholders of the Company Target in connection with the meeting of the CompanyTarget's stockholders shareholders to consider the Merger (the "Company Stockholders' Target Shareholders Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyTarget's stockholdersshareholders, at the time of the Company Stockholders' Target Shareholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Target Shareholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Target which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Target shall promptly inform Acquiror and Merger Sub. Notwithstanding the foregoing, the Company Target makes no representation, warranty or covenant with respect to any information supplied by or required respecting Acquiror or Merger Sub (other than information with respect to be supplied by Acquiror Target) which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) TeleCorp in writing for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror AWS Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplementssupplements thereto, the "Registration Statement") shall notshall, at the time such document is filed, at the time amended or supplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the time of the special meeting of the stockholders of TeleCorp in connection with the Merger (the "TeleCorp Stockholders' Meeting"), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) TeleCorp for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company TeleCorp in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") TeleCorp Stockholders Meeting (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall notwill, on the date the Proxy Statement is first mailed to the Company's stockholders, stockholders of TeleCorp and at the time of the Company TeleCorp Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to TeleCorp or any of proxies its Affiliates, officers or directors should be discovered by TeleCorp which should be or on behalf should have been set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement, TeleCorp shall promptly inform AWS of the Company for the Company Stockholders' Meeting which has become false or misleadingsuch event. The Proxy Statement will shall comply in all material respects as to form and substance with the provisions requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company TeleCorp makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror AWS which is contained in the Registration Statement or omitted from any of the foregoing documentsProxy Statement.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 2.18) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the proxy statement/prospectus or any amendment or supplement thereto Proxy Statement to be sent to the stockholders of the Company in connection with the meeting of Company Stockholders' Meeting, and the information made available to the Company's stockholders in connection with their election as to consider the form of Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectusConsideration, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, stockholders and at the time of the Company Stockholders' Meeting Meeting, as the case may be, and at the Effective Timetime such information is made available to the Company's stockholders in connection with such election, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier written communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Registration Statement and the Proxy Statement used by the Parent will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, respectively, and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to the Parent or any of its affiliates, officers or directors should be discovered by the Parent that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement or as part of the information made available to the Company's stockholders so that the information made available to them in connection with electing the form of Merger Consideration is not false or misleading in any material respect, the Parent shall promptly inform the Company. Notwithstanding the foregoing, the Company Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which the Company that is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of -------------------------------------------------- the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Tritel in writing for inclusion in the registration statement on Form S-4Registration Statement shall, at the time such document is filed, at the time amended or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notsupplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Tritel for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Joint Proxy Statement in connection with the meeting of the Company's stockholders to consider the Merger (the "Company TeleCorp Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as Meeting and the "Proxy Statement") shall notTritel Stockholders' Meeting will, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Tritel and TeleCorp, at the time of the Company Tritel Stockholders' Meeting and the TeleCorp Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to Tritel or any of proxies its Affiliates, officers or directors should be discovered by Tritel which should be set forth in an amendment or on behalf of supplement to the Company for Registration Statement or an amendment or supplement to the Company Stockholders' Meeting which has become false or misleadingJoint Proxy Statement, Tritel shall promptly inform the Holding Company, AT&T and TeleCorp. The Joint Proxy Statement will shall comply in all material respects as to form and substance with the provisions requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company Tritel makes no representation, representation or warranty or covenant with respect to any information supplied by TeleCorp or required to be supplied by Acquiror AT&T which is contained in the Registration Statement or omitted from any of the foregoing documentsJoint Proxy Statement.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) ChannelHealth and IDX for inclusion in the registration statement on Form S-4Registration Statement, or any amendment or supplement thereto, pursuant as to which the shares Allscripts makes no representation and which shall not constitute part of Acquiror Common Stock to be issued in the Merger will be registered with the a Allscripts SEC (including any amendments or supplements, the "Registration Statement"Filing for purposes of this Agreement) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, Commission contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required (except for information to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) ChannelHealth and IDX for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectusProxy Statement, as amended or supplemented, is referred to herein as which Allscripts makes no representation) in the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersstockholders of Allscripts, at the time of the Company Stockholders' Allscripts Special Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Allscripts Special Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to Allscripts or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by Allscripts which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Proxy Statement, Allscripts shall promptly inform ChannelHealth and IDX.

Registration Statement; Proxy Statement/Prospectus. The written information supplied by Target expressly for the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for purpose of inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the issuance of the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The written information supplied by Target expressly for the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for purpose of inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders shareholders of the Company Target in connection with the meeting meetings of the CompanyTarget's stockholders to consider the Merger shareholders (the "Company Stockholders' Target Shareholders Meeting") to be held in connection with the Merger (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyTarget's stockholdersshareholders, at the time of the Company Stockholders' Target Shareholders Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies Effective Time any event or information should be discovered by Target that should be set forth in an amendment to the Registration Statement or on behalf of a supplement to the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Target shall promptly inform Acquiror and Merger Sub. Notwithstanding the foregoing, the Company Target makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which or Merger Sub that is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by (a) Subject to the accuracy of the representations of the Company or required to be supplied by the Company in Section 2.13: (except to the extent revised or superseded by amendments or supplementsi) for inclusion in the registration statement on Form S-4S-4 (or on such other form as shall be appropriate) (as it may be amended, or any amendment or supplement theretothe "Registration Statement"), pursuant to which the shares of Acquiror Guarantor Common Stock Shares to be issued delivered to the stockholders of the Company by Parent in connection with the Merger will be registered with the SEC (including any amendments or supplementsSEC, the "Registration Statement") shall not, at the time respective times the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, included therein not misleading. The ; and (ii) the information supplied by the Company Guarantor, Parent or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Merger Sub for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is filed with the SEC or first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Meeting and at the Effective TimeStockholders Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. . (b) If at any time prior to the Effective Time any event relating to Parent, Merger Sub or any of their respective affiliates, officers or directors should be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent or Merger Sub will promptly inform the Company. (c) The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects with the provisions requirements of all applicable laws, including the Securities Act and the Exchange Act. Act and the rules and regulations thereunder. (d) Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or omitted from any of the foregoing documentsProxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The Each of Company and Parent agrees that none of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) it for inclusion or incorporation by reference in the registration statement on Form S-4Registration Statement, or any amendment or supplement thereto, filing pursuant to which Rule 165 or Rule 425 under the shares of Acquiror Common Stock to be issued in Securities Act or Rule 14a-12 under the Merger will be registered with the SEC (including any amendments or supplementsExchange Act, the "Registration Statement") shall notcontain, at the time the such Registration Statement (including any amendments or supplements thereto) filing is filed with and at the time it is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of Company and Parent agrees that none of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) it for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall notcontain, on (i) the date the Proxy Statement it is first mailed to the Company's stockholders, Company Shareholders and Parent Shareholders and (ii) at the time of or times when the Company Stockholders' Shareholder Meeting and at the Effective TimeParent Shareholder Meeting are held, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier Company or Parent communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholder Meeting and the Parent Shareholder Meeting, as the case may be, which has become false or misleading. The If at any time prior to the Company Shareholder Meeting or Parent Shareholder Meeting, any event relating to the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, or their respective affiliates, officers or directors, should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement Statement/Prospectus, the Company or Parent will promptly inform the other party. As to the Company and Parent, the Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, neither the Company nor Parent makes no representation, any representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the other party which is contained in or omitted from incorporated by reference in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. (a) The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion (or incorporation by reference, as the case may be) in the registration statement on Form S-4, S-4 (or any amendment or supplement thereto, such successor form as shall then be appropriate) pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with by Parent under the SEC Securities Act (including any amendments or supplementssupplements thereto, the "“Registration Statement"”) shall not, at the time such document is filed with the SEC, at the time it is amended or supplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. . (b) The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company and Parent in connection with (i) the special meeting of stockholders of the Company to consider and vote on a proposal to adopt this Agreement (the “Company Stockholder Meeting”) and (ii) the special meeting of stockholders of Parent to consider and vote on the issuance of shares of Parent Common Stock in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' “Parent Stockholder Meeting"”) (such joint proxy statement/prospectus, as the same may be amended or supplemented, is referred to herein as the "“Proxy Statement") ”), shall not, not on the date the Proxy Statement is first mailed to the Company's stockholdersstockholders of the Company and Parent, at the time of the Company Stockholders' Stockholder Meeting or Parent Stockholder Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances under which they are were made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier written communication with respect to the constituting a solicitation of proxies by or on behalf of the Company and Parent for the Company Stockholders' Stockholder Meeting or Parent Stockholder Meeting which has in the interim become false or misleading. The Proxy Statement will comply misleading in all any material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documentsrespect.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time such documents are filed and at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders of the Company to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall will not, on the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, therein not false or misleading in light of the circumstances under which they are were made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become materially false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its respective Affiliates, officers or directors is discovered by the Company which should be set forth in an amendment to the Registration Statement or an amendment or supplement to the Proxy Statement will comply in all material respects with Statement, the provisions of the Exchange ActCompany shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents. The Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act and the Regulations promulgated thereunder.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger Registration Statement will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Seller in connection with the meeting of the Company's Seller’s stockholders to consider the Merger (the "Company “Seller Stockholders' ’ Meeting"”) (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "“Proxy Statement"/Prospectus”) shall will not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Seller, the Seller Subsidiaries or any of proxies its or their Affiliates, officers or directors is discovered by the Seller which should be set forth in an amendment or on behalf of supplement to the Company for Registration Statement or an amendment or supplement to the Company Stockholders' Meeting which has become false or misleadingProxy Statement/Prospectus, the Seller shall promptly inform the Company. The Proxy Statement Statement/Prospectus will comply in all material respects as to form with the provisions requirements of the Securities Act and the Exchange ActAct (to the extent applicable). Notwithstanding the foregoing, the Company Seller makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parametric for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 2.4(b)) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parametric for inclusion in the proxy statement/prospectus or any amendment or supplement thereto Proxy Statement to be sent to the stockholders of the Company Computervision in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Computervision Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Meeting shall not, on the date the Proxy Statement is first mailed to the CompanyComputervision's stockholders, and at the time of the Company Computervision Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier written communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Computervision Stockholders' Meeting which has become false or misleading. The Proxy Registration Statement will comply as to form in all material respects with the applicable provisions of the Exchange ActSecurities Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to Parametric or any of its affiliates, officers or directors should be discovered by Parametric that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Parametric shall promptly inform Computervision. Notwithstanding the foregoing, the Company Parametric makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which Computervision that is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Subject to the accuracy of the representations of the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion made in Section 2.19, the registration statement on Form S-4S-4 (or such other or successor form as shall be appropriate), (including any amendments or any amendment or supplement supplements thereto, the "Registration Statement"), pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by filed with the SEC, at the time it becomes effective under the Securities Act, at the time of the Company Stockholders' Meeting or at the time of the Parent Stockholders' Meeting (in each case as supplemented or amended through such time), contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading. The information supplied by Parent specifically for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Company Stockholders' Meeting or Parent Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting or Parent Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any information relating to Parent, Merger Sub or any of their respective affiliates, officers or directors shall be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement Statement, Parent or Merger Sub will comply in all material respects with promptly inform the provisions of the Exchange ActCompany. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notshall, at the time such document is filed, at the time amended or supplemented and at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders Stockholders of the Company in connection with the meeting of the Company's stockholders Stockholders of the Company to consider the Merger and vote on a proposal to adopt the Merger Agreement (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall notshall, on the date the Proxy Statement is first mailed to the Stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement, the Company shall promptly inform Parent and Merger Sub. The Proxy Statement will shall comply in all material respects as to form and substance with the provisions requirements of the Exchange ActAct and the Regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in the Registration Statement or omitted from any of the foregoing documentsProxy Statement.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus (as amended or any amendment or supplement thereto supplemented, the “Proxy Statement/ Prospectus”) to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders of the Company to consider the Merger (the "“Company Stockholders' Stockholders Meeting") ”), or to be included or supplied by or on behalf of the Company for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (such proxy statement/prospectuseach, as amended or supplemented, is referred to herein as the "Proxy Statement"a “Regulation M-A Filing”) shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Stockholders Meeting and or at the Effective Timetime any Regulation M-A Filing is filed with the SEC, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent. The Proxy Statement will Statement/Prospectus shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration StatementREGISTRATION STATEMENT") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' MeetingCOMPANY STOCKHOLDERS MEETING") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy StatementPROXY STATEMENT/PROSPECTUS") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with Statement/Prospectus, the provisions of the Exchange ActCompany shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) specifically for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 3.19) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) specifically for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company and stockholders of Parent in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") and in connection with the meeting of Parent's stockholders to consider the Merger (the "Parent Stockholders' Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders and Parent's stockholders, at the time of the Company Stockholders' Meeting, at the time of the Parent Stockholders' Meeting and or at the Effective TimeTime (in each case as supplemented or amended through such time), contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting or Parent Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any information relating to the Company or any of its affiliates, officers or directors shall be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with Statement, the provisions of the Exchange ActCompany shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Surviving Company Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto (the "Joint Proxy Statement") to be sent to the stockholders of the Company Companies in connection with the meeting meetings of the Company's Companies' stockholders to consider this Agreement and the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy StatementMeetings") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of the Company's stockholdersCompanies, at the time of the Company Stockholders' Meeting and Meetings, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting Meetings which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of shall promptly inform the foregoing documentsother Companies.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus (as amended or any amendment or supplement thereto supplemented, the "Proxy Statement/ Prospectus") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders of the Company to consider the Merger (the "Company Stockholders' Stockholders Meeting") (such proxy statement/prospectus), as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent. The Proxy Statement will Statement/Prospectus shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. (a) The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion (or incorporation by reference, as the case may be) in the registration statement on Form S-4, S-4 (or any amendment or supplement thereto, such successor form as shall then be appropriate) pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with by Parent under the SEC Securities Act (including any amendments or supplementssupplements thereto, the "“Registration Statement"”) shall not, at the time such document is filed with the SEC, at the time it is amended or supplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. . (b) The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company and Parent in connection with the meeting special meetings of stockholders of the Company's stockholders Company and Parent (the “Special Meetings”) to consider the Merger (the "Company Stockholders' Meeting") and vote on a proposal to adopt this Agreement (such proxy statement/prospectus, as the same may be amended or supplemented, is referred to herein as the "“Proxy Statement"”) shall not, not on the date the Proxy Statement is first mailed to the Company's stockholdersstockholders of the Company and Parent, at the time of the Company Stockholders' Meeting Special Meetings and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger Registration Statement will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECeffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall will not, on the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company's Company stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, therein not false or misleading in light of the circumstances under which they are were made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its respective Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or an amendment or supplement to the Proxy Statement will comply in all material respects with Statement, the provisions of the Exchange ActCompany shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents. The Proxy Statement shall comply in all material respects as to form and substance with the requirements of the Exchange Act and the Regulations promulgated thereunder.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement Registration Statement on Form S-4, or any amendment or supplement thereto, pursuant to which S-4 registering the shares of Acquiror Parent Common Stock to be issued in connection with the Merger will be registered with (the SEC (including any amendments or supplements, the "“Registration Statement"”) shall notas it relates to Company, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information supplied by Company for inclusion in the proxy statement/prospectus to be sent to the stockholders of Company (such proxy statement/prospectus, as amended and supplemented, is referred to herein as the “Company Proxy Statement/Prospectus”) and for inclusion in the proxy statement to be sent to the stockholders of Parent (the “Parent Proxy Statement”), at the date the Company Proxy Statement/Prospectus is first mailed to stockholders of Company and at the date the Parent Proxy Statement is first mailed to stockholders of Parent, at the time of the Company Special Meeting and Parent Special Meeting and at the Effective Time will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by If at any time prior to the Effective Time any event with respect to Company or any of the Company or Subsidiaries shall occur which is required to be supplied by described in the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statementProxy Statement/prospectus or any Prospectus, such event shall be so described, and an amendment or supplement thereto to shall be sent promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Subject to the accuracy of the representations of the Company or required to be supplied by in Section 2.13, the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, Registration Statement pursuant to which the shares of Acquiror Parent Common Stock Shares to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The Subject to the accuracy of the representations of the Company in Section 2.13, the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Registration Statement will comply as to form in all material respects with the applicable provisions of the Exchange ActSecurities Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to Parent, Merger Sub or any of their respective affiliates, officers or directors should be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/ Prospectus, Parent or Merger Sub will promptly inform the Company. Notwithstanding the foregoing, the Company Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied supplied, by Acquiror the Company which is contained in, or furnished in or omitted from connection with the preparation of, any of the foregoing documentsforegoing.

Registration Statement; Proxy Statement/Prospectus. The (a) Subject to the accuracy of the representations of Parent and Merger Sub in Section 3.10: (i) the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The ; and (ii) the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") Stockholders Meeting (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement/Prospectus") shall will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is filed with the SEC or first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Meeting and at the Effective TimeStockholders Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. . (b) If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent and Merger Sub. (c) The Proxy Statement will Statement/Prospectus shall comply in all material respects with the provisions requirements of the Securities Act and the Exchange Act. . (d) Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Guarantor, Parent or required to be supplied by Acquiror Merger Sub which is contained or incorporated by reference in, or furnished in or omitted from any of connection with the foregoing documentspreparation of, the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The (a) As promptly as practicable after the date of this Agreement, the Company shall supply Parent with the information supplied pertaining to the Company required by the Company Securities Act or required the Exchange Act, as the case may be, for inclusion or incorporation by reference in the Registration Statement and the proxy statement relating to the meeting of the Stockholders to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion held in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in connection with the Merger will be registered (together with the SEC (including any amendments thereof or supplementssupplements thereto, the "Registration Proxy Statement/Prospectus") ), which information shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by filed with the SEC, at the time it becomes effective under the Securities Act, at the time the Proxy Statement/Prospectus is mailed to Stockholders or at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The No representation is made by the Company with respect to statements made in the Proxy Statement/Prospectus or the Registration Statement based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference in such documents. If before the Effective Time, any event or circumstance relating to the Company or required to any of its Subsidiaries, or their respective officers or directors, should be supplied discovered by the Company (except that should be set forth in an amendment or a supplement to the extent revised Registration Statement or superseded by Proxy Statement/Prospectus, the Company shall promptly inform Parent and shall make appropriate amendments or supplementssupplements to the Proxy Statement/Prospectus. (b) As promptly as practicable after the date of this Agreement, Parent shall supply the Company with the information pertaining to Parent and Merger Sub required by the Securities Act or the Exchange Act, as the case may be, for inclusion or incorporation by reference in the proxy statementRegistration Statement or the Proxy Statement/prospectus or any amendment or supplement thereto to be sent to Prospectus, which information shall not at the stockholders of time the Company in connection Registration Statement is filed with the meeting of SEC, at the Company's stockholders to consider time it becomes effective under the Merger (Securities Act, at the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as time the "Proxy Statement") shall not, on the date the Proxy Statement /Prospectus is first mailed to the Company's stockholders, Stockholders or at the time of the Company Stockholders' Meeting and at the Effective TimeSpecial Meeting, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication . No representation is made by Parent with respect to statements made in the solicitation of proxies Registration Statement or Proxy Statement/Prospectus based on information supplied by or on behalf of the Company for inclusion or incorporation by reference in such documents. If before the Effective Time, any event or circumstance relating to Parent or any of its Subsidiaries, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement/Prospectus, Parent shall promptly inform the Company Stockholders' Meeting which has become false and shall make appropriate amendments or misleading. The supplements to the Registration Statement or Proxy Statement will comply in all material respects with Statement/Prospectus. (c) As promptly as practicable after the provisions date of the Exchange Act. Notwithstanding the foregoingthis Agreement, the Company makes no representation, warranty and Parent shall prepare and file with the SEC the Proxy Statement/Prospectus relating to the Company's Special Meeting. As promptly as practicable after comments are received from the SEC on the preliminary proxy materials and after the furnishing by the Company and Parent of all information required or covenant with respect to any information supplied or required requested by the SEC to be supplied by Acquiror contained therein, Parent shall prepare and file with the SEC the Registration Statement, in which is contained the Proxy Statement/Prospectus shall be included as a prospectus, in or omitted from any connection with the registration under the Securities Act of the foregoing documentsshares of Parent Common Stock to be issued to the Stockholders pursuant to the Merger. Parent shall use all commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and shall take any action required under applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger or the rules and regulations of the Stock Market. The Company shall furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the preparation of the Registration Statement. As promptly as practicable after the Registration Statement becomes effective, the Company shall mail the Proxy Statement/Prospectus to the Stockholders. Notwithstanding anything to the contrary contained herein, neither the Proxy Statement/Prospectus nor the Registration Statement nor any amendment or supplement thereto shall be filed or mailed without the consent of both Parent and the Company, which consent will not be unreasonably withheld.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall will not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Company, any Company Subsidiary or any of proxies its or their Affiliates, officers or directors is discovered by or on behalf of the Company for which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Company Stockholders' Meeting which has become false or misleadingshall promptly inform the Seller. The Registration Statement and the Proxy Statement Statement/Prospectus will comply in all material respects as to form with the provisions requirements of the Securities Act and the Exchange ActAct (to the extent applicable). Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion or incorporation by reference in the proxy statementProxy Statement/prospectus or any amendment or supplement thereto Prospectus to be sent to the stockholders of the Company in connection with the meeting Company Stockholders Meeting, or to be included or supplied by or on behalf of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectusParent for inclusion in any Regulation M-A Filing, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Stockholders Meeting and or at any time any Regulation M-A Filing is filed with the SEC or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any event relating to Parent or any of its respective affiliates, officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent shall promptly inform the Company. The Proxy Registration Statement will shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 3.9) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus (such proxy statement/prospectus as amended or any amendment or supplement thereto supplemented is referred to herein as the "Proxy Statement/Prospectus") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders of the Company to consider the Merger (the "Company Stockholders' Stockholders Meeting") (such proxy statement/prospectus), as amended or supplemented, is referred to herein as the "Proxy Statement") shall will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and Stockholders Meetings, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under in which they are were made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with Statement/Prospectus, the provisions of the Exchange ActCompany shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.. Section 2.14

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall will not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Company, any Company Subsidiary or any of proxies its or their Affiliates, officers or directors is discovered by or on behalf of the Company for which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Company Stockholders' Meeting which has become false or misleadingwill promptly inform the Seller. The Registration Statement and the Proxy Statement Statement/Prospectus will comply in all material respects as to form with the provisions requirements of the Securities Act and the Exchange ActAct (to the extent applicable). Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by the Company or required to be supplied by the Company (except as such information may be amended or supplemented in accordance with the procedures set forth in Section 5.4 prior to the extent revised effectiveness of the Form S-4, or superseded by amendments prior to the date the Proxy Statement/ Prospectus is mailed to the stockholders of the Company, or supplementsprior to the Effective Time, as the case may be) specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock S-4 to be issued in the Merger will be registered filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (including any amendments as supplemented or supplementsamended prior to the Effective Time, the "Registration Statement"“Form S-4”) shall notwill, at the time the Registration Statement (including any amendments or supplements thereto) Form S-4 is declared initially filed with the SEC and at the time the Form S-4 initially becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The information supplied by ; and (b) the Company or required to be supplied by Proxy Statement/ Prospectus will, at the Company (except to date the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent Proxy Statement/ Prospectus is mailed to the stockholders of the Company in connection with the meeting and as of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false misleading, provided, however, that the Company makes no representation or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication warranty with respect to the solicitation of proxies any information provided by or on behalf of required to be provided by Parent, Sub or their auditors, legal counsel or financial advisors specifically for use in the Company for Form S-4 or the Company Stockholders' Meeting which has become false or misleadingProxy Statement/ Prospectus. The Proxy Statement Statement/ Prospectus (as supplemented or amended prior to the Effective Time) relating to this Agreement and the Transactions will comply in all material respects as to form with the provisions of the Exchange Act. Notwithstanding Act and the foregoing, rules and regulations promulgated by the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documentsSEC thereunder.

Registration Statement; Proxy Statement/Prospectus. (a) The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion (or incorporation by reference, as the case may be) in the registration statement on Form S-4, S-4 (or any amendment or supplement thereto, such successor form as shall then be appropriate) pursuant to which the shares of Acquiror Parent Common Stock and Warrants to be issued in the Merger (together with the shares of Parent Common Stock to be issued upon any subsequent exercise of the Warrants) will be registered with by Parent under the SEC Securities Act (including any amendments or supplementssupplements thereto, the "“Registration Statement"”) shall not, at the time such document is filed with the SEC, at the time it is amended or supplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. . (b) The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company and Parent in connection with (i) the special meeting of stockholders of the Company to consider and vote on a proposal to adopt this Agreement (the “Company Stockholder Meeting”) and (ii) the special meeting of stockholders of Parent to consider and vote on the issuance of shares of Parent Common Stock in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' “Parent Stockholder Meeting"”) (such joint proxy statement/prospectus, as the same may be amended or supplemented, is referred to herein as the "“Proxy Statement") ”), shall not, not on the date the Proxy Statement is first mailed to the Company's stockholdersstockholders of the Company and Parent, at the time of the Company Stockholders' Stockholder Meeting or Parent Stockholder Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances under which they are were made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier written communication with respect to the constituting a solicitation of proxies by or on behalf of the Company and Parent for the Company Stockholders' Stockholder Meeting or Parent Stockholder Meeting which has in the interim become false or misleading. The Proxy Statement will comply misleading in all any material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documentsrespect.

Registration Statement; Proxy Statement/Prospectus. The None of the -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) AT&T in writing specifically for inclusion in the registration statement on Form S-4Registration Statement shall, at the time such document is filed, at the time amended or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notsupplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the time of the Tritel Stockholders Meeting and the TeleCorp Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) AT&T in writing specifically for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Joint Proxy Statement in connection with the meeting of the Company's stockholders to consider the Merger (the "Company TeleCorp Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as Meeting and the "Proxy Statement") shall notTritel Stockholders' Meeting will, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Tritel and TeleCorp, and at the time of the Company Tritel Stockholders' Meeting and at the Effective TimeTeleCorp Stockholders' Meeting, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by Effective Time any event relating to AT&T or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its respective Affiliates, officers or directors should be discovered by AT&T which should be set forth in an amendment or supplement to the foregoing documentsRegistration Statement or an amendment or supplement to the Joint Proxy Statement, AT&T shall promptly inform the Holding Company, TeleCorp and Tritel.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant relating to which the registration under the Securities Act of the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent statement relating to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger Stockholders Meeting (the "Company Stockholders' Meeting"as hereinafter defined) (such proxy statement/prospectus, as amended or supplementedsupplemented from time to time, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersHolders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which that has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, as the case may be, the Company shall promptly inform Acquiror. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) IDRC for inclusion in the registration statement of TeleSpectrum on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror TeleSpectrum Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notnot ---------------------- contain, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement not misleading. The information supplied by IDRC for inclusion in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of IDRC in connection --------------- with the special meeting of IDRC's stockholders to consider this Agreement (the "IDRC Stockholders Meeting"), or alternatively in connection with the ------------------------- solicitation of consents by the stockholders of IDRC in lieu of a special meeting (the "IDRC Consent"), and to the stockholders of TeleSpectrum in ------------ connection with the special meeting of TeleSpectrum's stockholders to consider this Agreement (the "TeleSpectrum Stockholders Meeting"), --------------------------------- shall not, at the time the Proxy Statement is first mailed to stockholders, at the time of the IDRC Stockholders Meeting or the IDRC Consent, or at the time of TeleSpectrum Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' IDRC Stockholders Meeting or consents for the IDRC Consent which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoingIDRC Stockholders Meeting, the Company makes no representationIDRC Consent or the TeleSpectrum Stockholders Meeting, warranty any event relating to IDRC or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its affiliates should be discovered by IDRC which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Proxy Statement, IDRC shall promptly inform TeleSpectrum.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) LECG for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Xxxxxxx Common Stock to be issued issuable in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration StatementREGISTRATION STATEMENT") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were madeRegistration Statement, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) LECG for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto (the "PROXY STATEMENT") to be sent to the shareholders of LECG and the stockholders of the Company Xxxxxxx in connection with the meeting meetings of the Company's stockholders their shareholders and stockholders, respectively, to consider this Agreement and the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as LECG SHAREHOLDERS MEETING" and the "Proxy StatementXXXXXXX STOCKHOLDERS MEETING," respectively, and, collectively, the "STOCKHOLDERS MEETINGS") shall not, on the date the Proxy Statement is first mailed to shareholders of LECG and the Company's stockholdersstockholders of Xxxxxxx, at the time of the Company Stockholders' Meeting Stockholders Meetings and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting Stockholders Meetings which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to LECG or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by LECG which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Proxy Statement, LECG shall promptly inform Xxxxxxx. 3.24. Intentionally Omitted. 3.25.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant relating to which the registration under the Securities Act of the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent statement relating to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger Stockholders Meeting (the "Company Stockholders' Meeting"as hereinafter defined) (such proxy statement/prospectus, together with the proxy statement relating to the Acquiror Stockholders Meeting (as hereinafter defined), in each case as amended or supplementedsupplemented from time to time, is referred to herein as the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersHolders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The (a) Subject to the accuracy of the representations of Parent and Merger Sub in Section 3.10: (i) the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The ; and (ii) the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders shareholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") Shareholders Meeting (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement/Prospectus") shall will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is filed with the SEC or first mailed to the Company's stockholders, shareholders or at the time of the Company Stockholders' Meeting and at the Effective TimeShareholders Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholders Meeting which has become false or misleading. . (b) If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent and Merger Sub. (c) The Proxy Statement will Statement/Prospectus shall comply in all material respects with the provisions requirements of the Securities Act and the Exchange Act. . (d) Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Guarantor, Parent or required to be supplied by Acquiror Merger Sub which is contained or incorporated by reference in, or furnished in or omitted from any of connection with the foregoing documentspreparation of, the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) TeleCorp in writing for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common the Holding Company Capital Stock to be issued in the Merger Mergers will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notshall, at the time such document is filed, at the time amended or supplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) TeleCorp for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company TeleCorp and Tritel in connection with the meeting respective special meetings of the Company's stockholders to consider the Merger of TeleCorp (the "Company TeleCorp Stockholders' Meeting"), and Tritel (the "Tritel Stockholders' Meeting") in connection with the Mergers (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Joint Proxy Statement") shall notwill, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of TeleCorp and Tritel, at the time of the Company TeleCorp Stockholders' Meeting and the Tritel Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to TeleCorp or any of proxies its Affiliates (as defined in Section 10.4), officers or directors should be discovered by TeleCorp which should be set forth in an amendment or on behalf of supplement to the Company for Registration Statement or an amendment or supplement to the Company Stockholders' Meeting which has become false or misleadingJoint Proxy Statement, TeleCorp shall promptly inform the Holding Company, AT&T and Tritel. The Joint Proxy Statement will (other then information relating solely to Tritel) shall comply in all material respects as to form and substance with the provisions requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company TeleCorp makes no representation, representation or warranty or covenant with respect to any information supplied by Tritel or required to be supplied by Acquiror AT&T which is contained in the Registration Statement or omitted from any of the foregoing documentsJoint Proxy Statement.

Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Tritel in writing for inclusion in the registration statement on Form S-4Registration Statement shall, at the time such document is filed, at the time amended or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notsupplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Tritel for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Joint Proxy Statement in connection with the meeting of the Company's stockholders to consider the Merger (the "Company TeleCorp Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as Meeting and the "Proxy Statement") shall notTritel Stockholders' Meeting will, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Tritel and TeleCorp, at the time of the Company Tritel Stockholders' Meeting and the TeleCorp Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to Tritel or any of proxies its Affiliates, officers or directors should be discovered by Tritel which should be set forth in an amendment or on behalf of supplement to the Company for Registration Statement or an amendment or supplement to the Company Stockholders' Meeting which has become false or misleadingJoint Proxy Statement, Tritel shall promptly inform the Holding Company, AT&T and TeleCorp. The Joint Proxy Statement will shall comply in all material respects as to form and substance with the provisions requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company Tritel makes no representation, representation or warranty or covenant with respect to any information supplied by TeleCorp or required to be supplied by Acquiror AT&T which is contained in the Registration Statement or omitted from any of the foregoing documentsJoint Proxy Statement.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Subject to the accuracy of the representations of the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in Section 2.13, the registration statement on Form S-4S-4 (or on such other form as shall be appropriate) (as it may be amended, or any amendment or supplement thereto, the "REGISTRATION STATEMENT") pursuant to which the shares of Acquiror Parent Common Stock Shares to be issued in connection with the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Parent or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Merger Sub in writing specifically for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Meeting and at the Effective TimeStockholders Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent, Merger Sub or any of their respective affiliates, officers or directors should be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent or Merger Sub will promptly inform the Company. The Registration Statement and Proxy Statement will Statement/Prospectus shall comply in all material respects with the provisions requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or omitted from any of the foregoing documentsProxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by (a) Subject to the accuracy of the representations of the Company or required to be supplied by the Company in Section 2.15: (except to the extent revised or superseded by amendments or supplementsi) for inclusion in the registration statement on Form S-4S-4 (or on such other form as shall be appropriate) (as it may be amended, or any amendment or supplement theretothe "Registration Statement"), pursuant to which the shares of Acquiror Guarantor Common Stock Shares to be issued delivered to the shareholders of the Company by Acquiror in connection with the Merger will be registered with the SEC (including any amendments or supplementsSEC, the "Registration Statement") shall not, at the time respective times the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, included therein not misleading. The ; and (ii) the information supplied by the Company Guarantor or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Acquiror in writing specifically for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is filed with the SEC or first mailed to the Company's stockholdersshareholders or, at the time of the Company Stockholders' Meeting and at the Effective TimeShareholder Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholders Meeting which has become false or misleading. . (b) If at any time prior to the vote of shareholders at the Company Shareholders Meeting any event or circumstance relating to Acquiror or any of its affiliates, officers or directors is discovered by Acquiror or any of its affiliates which is required to be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Acquiror will promptly inform the Company. (c) The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply as to form in all material respects with the provisions requirements of all applicable laws, including the Securities Act and the Exchange Act. . (d) Notwithstanding the foregoing, the Company Acquiror makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained included or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or omitted from any of the foregoing documentsProxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied in writing by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) AccuMed for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC Registration Statement (including any amendments or supplements, the "Registration Statement"as hereinafter defined) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading. AccuMed has reviewed the disclosures in the S Private Placement document relating to AccuMed and its subsidiaries and represents that, to its knowledge, such disclosures do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in light of order to make the circumstances under which they were made, statements therein not misleading. The information supplied in writing by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) AccuMed for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders shareholders of the Company Alamar in connection with the meeting of the CompanyAlamar's stockholders shareholders to consider the Merger (the "Company StockholdersAlamar Shareholders' Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyAlamar's stockholdersshareholders, at the time of the Company StockholdersAlamar Shareholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company StockholdersAlamar Shareholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to AccuMed or any of its affiliates, officers or directors should be discovered by AccuMed which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, AccuMed shall promptly inform Alamar. Notwithstanding the foregoing, the Company AccuMed makes no representation, representation or warranty or covenant with respect to any information supplied by or required to be supplied by Acquiror concerning Alamar which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant relating to which the registration under the Securities Act of the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall ---------------------- not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent statement relating to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger Stockholders Meeting (the "Company Stockholders' Meeting"as hereinafter defined) (such proxy statement/prospectus, together with the proxy statement relating to the Acquiror Stockholders Meeting (as hereinafter defined), in each case as amended or supplementedsupplemented from time to time, is referred to herein as the "Joint ----- Proxy Statement") shall not, on the date the Joint Proxy Statement is first --------------- mailed to the Company's stockholdersHolders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 (the "Registration Statement") pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC Securities and Exchange Commission (including any amendments or supplements, the "Registration StatementSEC") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto ("Proxy Statement/Prospectus") to be sent to the stockholders of Parent (the Company "Parent Stockholders") in connection with the meeting of the Company's stockholders Parent Stockholders to consider the issuance of shares of Parent Common Stock pursuant to the Merger (the "Parent Stockholders' Meeting") and the Company Shareholders in connection with the meeting of the Company Shareholders to consider this Agreement and the Merger (the "Company StockholdersShareholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholdersParent Stockholders and the Company Shareholders, at the time of the Parent Stockholders' Meeting and the Company StockholdersShareholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement/Prospectus not false or misleading; or omit to state any material fact necessary to correct any statement with respect to the Company in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Shareholders' Meeting and the Parent Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement/Prospectus, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documentsshall promptly inform Parent.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Stockholders Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Company shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The (a) Subject to the accuracy of the representations of Acquiror in Section 3.10: (i) the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The ; and (ii) the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") Stockholders Meeting (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement/Prospectus") shall will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is filed with the SEC or first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Meeting and at the Effective TimeStockholders Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. . (b) If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Acquiror. (c) The Proxy Statement will Statement/Prospectus shall comply in all material respects with the provisions requirements of the Securities Act and the Exchange Act. . (d) Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Guarantor or required to be supplied by Acquiror which is contained or incorporated by reference in, or furnished in or omitted from any of connection with the foregoing documentspreparation of, the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Subject to the -------------------------------------------------- accuracy of the representations of the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in Section 4.28 hereof, the registration statement on Form S-4, or any amendment or supplement thereto, (the "Registration Statement") pursuant to which the shares of Acquiror Aeroflex Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Aeroflex for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on the date the Proxy Statement Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the Company's stockholdersshareholders of MCE, at the time of the Company Stockholders' Meeting and MCE Shareholders Meeting, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to Aeroflex, Acquisition or any of proxies their respective affiliates, officers or directors should be discovered by Aeroflex or on behalf of Acquisition which should be set forth in an amendment to the Company for Registration Statement or a supplement to the Company Stockholders' Meeting which has become false Proxy Statement/Prospectus, Aeroflex or misleadingAcquisition will promptly inform MCE. The Registration Statement and Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes Aeroflex and Acquisition make no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror MCE which is contained in, or furnished in or omitted from connection with the preparation of, any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The written information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Pentose for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 2.04(b)) shall not, not at the time it becomes effective under the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company or required Pentose Financials to be supplied by Pentose for inclusion in the Company (except Registration Statement will comply as to form in all material respects with the extent revised or superseded published rules and regulations of the SEC with respect thereto. The written information supplied by amendments or supplements) Pentose for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of Pentose and the Company stockholders of Vitex and in connection with the vote of Pentose's stockholders to consider the approval of this Agreement (the "Pentose Stockholders' Meeting") and in connection with the meeting of the CompanyVitex's stockholders to consider the approval of this Agreement and the issuance of shares of Vitex Common Stock pursuant to the terms of the Merger (the "Company Vitex Stockholders' Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyVitex's stockholders, and at the time of the Company Vitex Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Vitex Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange ActAct and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to Pentose or any of its affiliates, officers or directors should be discovered by Pentose which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Pentose shall promptly inform Vitex. Notwithstanding the foregoing, the Company Pentose makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror Vitex which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger Section 3.21) will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including becomes effective under the Securities Act, contain any amendments untrue statement of a material fact or supplements thereto) is declared effective omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information supplied by the SECCompany for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of the Company and the stockholders of Parent in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") and in connection with the meeting of Parent's stockholders to consider the Merger (the "Parent Stockholders' Meeting") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders and Parent's stockholders, at the time of the Company Stockholders' Meeting or Parent Stockholders' Meeting, or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting or Parent Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange ActAct and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Newpark for inclusion in the registration statement on Form S-4Registration Statement, or any amendment or supplement thereto, pursuant as to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Tuboscope makes no representation) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Newpark for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectusJoint Proxy Statement, as amended or supplemented, is referred to herein as which Tuboscope makes no representation) in the "Joint Proxy Statement") Statement shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Tuboscope or Newpark, at the time of the Company Tuboscope Stockholders' Meeting and the Newpark Stockholder's Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Tuboscope Stockholders' Meeting or the Newpark Stockholders' Meetings which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to Tuboscope or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by Tuboscope which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Joint Proxy Statement, Tuboscope shall promptly inform Newpark.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Target for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Target for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Target in connection with the meeting of the CompanyTarget's stockholders to consider the Merger (the "Company Stockholders' Target Stockholders Meeting") and to the stockholders of Acquiror in connection with the meeting of Acquiror's stockholders to consider the Merger (the "Acquiror Stockholders Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyTarget's stockholders and Acquiror's stockholders, at the time of the Company Stockholders' Target Stockholders Meeting, at the time of the Acquiror Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Target Stockholders Meeting or the Acquiror Stockholder Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Target which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Target shall promptly inform Acquiror and Merger Sub. Notwithstanding the foregoing, the Company Target makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror or Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to Parent's shareholders and the Company's stockholders, at the time of the Parent Shareholders' Meeting or the Company Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by for the Parent Shareholders' Meeting or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange ActAct and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to Parent or any of its affiliates, officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Parent shall promptly inform the Company. Notwithstanding the foregoing, the Company Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The Subject to the accuracy of the representations of Parent in Section 3.13, the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 3.13) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders shareholders of the Company in connection with the meeting of the Company's stockholders shareholders of the Company to consider the Merger (the "Company Stockholders' Shareholders Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement/Prospectus") shall will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company Stockholders' Meeting and Shareholders Meeting, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent and Merger Sub. The Proxy Statement will Statement/Prospectus shall comply in all material respects with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or omitted from any of the foregoing documentsProxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company and Parent in connection with the meeting of Parent's stockholders (the "Parent Stockholders' Meeting") and the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") to consider this Agreement and the Merger (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Parent or the Company's stockholders, at the time of the Parent Stockholders' Meeting and the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by for the Parent Stockholders' Meeting or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to Parent or any of its Affiliates, officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement will comply in all material respects with Statement, Parent shall promptly inform the provisions of the Exchange ActCompany. Notwithstanding the foregoing, the Company Parent makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which the Company that is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised Earlychildhood or superseded its Subsidiaries or about Earlychildhood or its Subsidiaries by amendments or supplements) Earlychildhood's agents for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Holdings Common Stock to be issued in the Merger Transactions will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the Securities and Exchange Commission (the "SEC, ") contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Earlychildhood or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) its Subsidiaries for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company SmarterKids in connection with the meeting of the Company's SmarterKids' stockholders to consider the Merger (the "Company SmarterKids Stockholders' Meeting") to consider this Agreement and the SmarterKids Merger (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement/Prospectus") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholdersstockholders of SmarterKids, at the time of the Company SmarterKids Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company SmarterKids Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to Earlychildhood or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, should be discovered by Earlychildhood which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Proxy Statement/Prospectus, Earlychildhood shall promptly inform SmarterKids.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall will not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Company, any Company Subsidiary or any of proxies its or their Affiliates, officers or directors is discovered by or on behalf of the Company for which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Company Stockholders' Meeting which has become false or misleadingshall promptly inform the Seller. The Registration Statement and the Proxy Statement Statement/Prospectus will comply in all material respects as to form with the provisions requirements of the Securities Act and the Exchange ActAct (to the extent applicable). Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The written -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) specifically for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 3.19) shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The written information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) specifically for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and Meeting, or at the Effective TimeTime (in each case as supplemented or amended through such time), contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any information relating to the Company or any of its affiliates, officers or directors shall be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with Statement, the provisions of the Exchange ActCompany shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant 2-18 with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in (i) the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notSection 6.13), at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, or, (ii) the Exemption Application (including any amendments or supplements thereto), at the time the Exemption Application is filed with the appropriate securities regulatory authority shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Shareholders in connection with the meeting solicitation of proxies for the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") Shareholder Vote (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement/Prospectus") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, Company Shareholders and at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting Shareholder Vote which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with Statement/Prospectus, the provisions of the Exchange ActCompany shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Target for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Target for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Target in connection with the meeting of the CompanyTarget's stockholders to consider the Merger (the "Company Stockholders' Target Stockholders Meeting") and to the stockholders of Acquiror in connection with the meeting of Acquiror's stockholders to consider the Merger (the "Acquiror Stockholders Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyTarget's stockholders and Acquiror's stockholders, at the time of the Company Stockholders' Target Stockholders Meeting, at the time of the Acquiror Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Target Stockholders Meeting or the Acquiror Stockholder Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event or covenant with respect to any information supplied or required to should be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.14

Registration Statement; Proxy Statement/Prospectus. The information supplied by (a) Subject to the accuracy of the representations of the Company or required to be supplied by the Company in Section 2.13: (except to the extent revised or superseded by amendments or supplementsi) for inclusion in the registration statement on Form S-4S-4 (or on such other form as shall be appropriate) (as it may be amended, or any amendment or supplement theretothe "Registration Statement"), pursuant to which the shares of Acquiror Guarantor Common Stock Shares to be issued delivered to the stockholders of the Company by Acquiror in connection with the Merger will be registered with the SEC (including any amendments or supplementsSEC, the "Registration Statement") shall not, at the time respective times the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, included therein not misleading. The ; and (ii) the information supplied by the Company Guarantor or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Acquiror for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is filed with the SEC or first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Meeting and at the Effective TimeStockholders Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. . (b) If at any time prior to the Effective Time any event relating to Acquiror or any of its affiliates, officers or directors should be discovered by Acquiror which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Acquiror will promptly inform the Company. (c) The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects with the provisions requirements of all applicable laws, including the Securities Act and the Exchange Act. Act and the rules and regulations thereunder. (d) Notwithstanding the foregoing, the Company Acquiror makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or omitted from any of the foregoing documentsProxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4S-4 (or if such form shall be unavailable, such other form as may be available for registration with the SEC of the shares of Buyer Common Stock to be issued in the Merger), or any amendment or supplement thereto, pursuant to which the shares of Acquiror Buyer Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statementProxy Statement/prospectus Prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting solicitation of proxies for the Company's stockholders Stockholders' Meeting (as defined herein) to consider approve the Merger (and adopt this Agreement, the "Company Stockholders' Meeting") Merger and the other transactions contemplated hereby (such proxy statementProxy Statement/prospectusProspectus, as amended or supplemented, is referred to herein as the "Proxy Statement/Prospectus") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed or otherwise provided to the CompanyCompany Stockholders and the Buyer's stockholders, at the time of the Company Stockholders' Meeting and or at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The information to be provided by the Company for inclusion in the Proxy Statement Statement/Prospectus will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Buyer which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Buyer for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 2.18) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Buyer for inclusion in the proxy statement/prospectus or any amendment or supplement thereto Proxy Statement to be sent to the stockholders of the Company Seller in connection with the meeting Seller Stockholders' Meeting and, if required, the stockholders of the Company's stockholders to consider Buyer in connection with the Merger (the "Company Buyer Stockholders' Meeting") (such proxy statement/prospectus, and the information made available to the Seller's stockholders in connection with their election as amended or supplementedto the form of Merger Consideration, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanySeller's stockholders, stockholders and the Buyer's stockholders and at the time of the Company Seller Stockholders' Meeting and the Buyer Stockholders' Meeting, as the case may be, and at the Effective Timetime such information is made available to the Seller's stockholders in connection with such election, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier written communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Seller Stockholders' Meeting and the Buyer Stockholders' Meeting which has become false or misleading. The Registration Statement and the Proxy Statement used by the Buyer will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, respectively, and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to the Buyer or any of its affiliates, officers or directors should be discovered by the Buyer that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement or as part of the information made available to the Seller's stockholders, the Buyer shall promptly inform the Seller. Notwithstanding the foregoing, the Company Buyer makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which the Seller that is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The written -------------------------------------------------- information supplied by Target expressly for the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for purpose of inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the issuance of the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The written information supplied by Target expressly for the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for purpose of inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Target in connection with the meeting meetings of the CompanyTarget's stockholders to consider the Merger (the "Company Stockholders' Target Stockholders Meeting") to be held in connection with the Merger (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyTarget's stockholders, at the time of the Company Stockholders' Target Stockholders Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies Effective Time any event or information should be discovered by Target that should be set forth in an amendment to the Registration Statement or on behalf of a supplement to the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Target shall promptly inform Acquiror and Merger Sub. Notwithstanding the foregoing, the Company Target makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which or Merger Sub that is contained in or omitted from any of the foregoing documents.